Subject: S7-05-00
Date: 03/13/2000 10:09 PM
March 13, 2000
Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. S7-05-00; Rulemaking for EDGAR System
This letter is being written in response to the Commission's request for
comments concerning current and future EDGAR rulemaking projects.
I would urge the Commission to cease its efforts to ultimately require that all
filings be made in HyperText Markup Language (HTML). There are many
disadvantages to the use of HTML and they were summarized (at page 22) in a
recently published study, "Electronic Distribution of Business Reporting
Information," sponsored by the Financial Accounting Standards Board:
a.. Browser may split tables and pages,
b.. Document printed from browser will probably not look like original
document,
c.. Can require significant work to convert original document to HTML
document in terms of layout and design.
I view the EDGAR database as a repository for serious researchers. HTML
diminishes the utility of the EDGAR database for such individuals. If the focus
of the user is on one filing of one registrant, HTML is the preferred format.
This is seldom the case. If this is the user's need, he/she can access the
filing (complete with graphs and hypertext links) at the registrant's WWW site.
For example, suppose a user wishes to compare the environmental disclosures of
the registrants in a certain industry. With the ASCII format they are easily
located through word searches and specific paragraphs can be copied and
printed-out in a format which is easy to read, compare and analyze. Such a task
is much more difficult if the original is in the stylized HTML format. Plot
points are more valuable than a graph and a visual guess as to the amounts.
Requiring registrants to use HTML and hyperlinks is a classic example of form
over substance.
A cost-benefit analysis has been performed solely from the viewpoint of the
registrant or filer. This analysis should be expanded to include the viewpoint
and needs of user groups, including those who access the EDGAR database for
research purposes.
In my opinion, the Financial Data Schedule should be discontinued unless it is
useful to the Commission staff. Under the present guidelines, certain financial
data is required to be disclosed in a Financial Data Schedule but is not
required to be prepared or filed under generally accepted accounting principles
or Regulation S-X.
The Commission has undertaken an important initiative concerning selective
disclosure. Instead of devoting resources to establishing and maintaining an
HTML database, the Commission should (i) refine its systems to provide for the
immediate availability to investors of any and all current event filings on Form
8-K, and (ii) improve the search capabilities of the EDGAR database. This would
truly further the Commission's mission of being the investor's advocate. Making
documents more attractive through the adoption of HTML does not.
Very truly yours,
Louis K. Miller
Berwyn, PA